At least two applicants are required to build a Limited Liability Company (LLC); these may be a legal entity or a natural person of any nationality. In 95% of the cases, two members of our staff go to the notary to sign the constitution protocol, so that the client doesn’t have to sign these documents. The subscribers don’t have to be partners and in most cases aren’t.
The Partners are the owners of the Limited Liability Company (LLC) and are the ones that provide the social capital of the company. Our law demands a minimum of two (2) partners that may be of any nationality. The partners may be legal entities or natural persons. Their full names, identifications and addresses will appear in the Articles of Incorporation which is a public document. The partners may transfer their participation in Limited Liability Companies (LLCS), by means of a private document.
The capital is composed by shares from the partners that may be represented in money, work or assets. It may be represented in the currency of any country. It does not demand the subscription of the capital nor that of any sum of money for that company to operate, however the total amount of which must be specified in its articles of incorporation. With the current modification of the law it is no longer mandatory for each partner’s input to appear in the articles of incorporation.
The objectives that a Limited Liability Companies (LLCS) may have are very broad; it can carry out any type of activity as long as it does not go against the law, including all types of commercial activities.
Limited Liability Companies (LLCS) are able to be managed by one or more people that may be legal entities or natural persons of any nationality and they don’t necessarily need to be partners. Dignitaries may also be assigned to occupy the offices of President, Secretary and Treasurer.
The client will have the liberty of hiring the nominal manager service for one or more of the members of our team to occupy these positions.
Articles of Incorporation
It is the document through which the Limited Liability Company (LLC) is conformed. It must be made in to a Public instrument and inscribed in the Public Registry of Panama. The Articles of Incorporation may be issued in any language.
The Participation Shares that form the social capital are represented by participation certificates which must be issued in a nominal manner. They are not considered as securities, so in order to transfer them it will no be suffice to endorse and deliver them; the transfer needs to be approved by the partners.
Each partner that has paid their social participation in its totality will have a right for a vote in the deliberations of the company, in proportion to the value of their participation in the social capital.
The Panamanian law allows Limited Liability Companies (LLCS) to be constituted in a perpetual manner, meaning for an indefinite period of time